Observe Medical ASA: Observe Medical enters into Investment Agreement with Songa Capital

Oslo, 16 September 2025 at 16:05 CET

Observe Medical ASA (the "Company" or "Observe Medical", OSE ticker "OBSVR") has today entered into an investment agreement (the "Investment Agreement") with Songa Capital AS, an investment company owned by the Blystad Group. Pursuant to the Investment Agreement, Observe Medical will issue 20 million new shares to Songa Capital AS (or one or several affiliated companies) at a subscription price of NOK 0.50 per share, raising total gross proceeds of NOK 10 million (the "Private Placement"). The subscription price in the Private Placement equals the subscription price in the private placement placed by the Company on 11 June 2025 (the "June Private Placement"). The issuance will represent approximately 17.83% of Observe Medical's outstanding shares following the Private Placement, not taking into account any shares being issued in the contemplated subsequent offering of up to 24 million new shares related to the June Private Placement (the "Subsequent Offering").

The Private Placement entails a deviation from the shareholders' pre-emptive rights pursuant to Sections 10-4 and 10-5 of the Norwegian Public Limited Liability Companies Act. The Board of Directors has carefully considered whether such a deviation from the shareholders' pre-emptive rights is in the best interest of the Company and its shareholders. The Board of Directors has concluded that this is the case amongst other because the Company by this transaction will secure working capital needed in relation to product development and ramp-up of production and sales activities and that the Blystad Group will be an attractive shareholder for the Company.

The Board of Directors believes that the subscription price in the Private Placement is fair, considering that it equals the subscription price in the June Private Placement and the contemplated Subsequent Offering and that Songa Capital AS contributes significant equity to the Company in an important phase of its development. The Board of Directors also emphasised that the transaction will not imply an unequal treatment of existing shareholders.

The Private Placement is conditional upon the approval by the extraordinary general meeting of the share capital increase pertaining til the Private Placement. The Company will call for an extraordinary general meeting to resolve the share capital increase pertaining to the Private Placement, as will be further described in the notice to the extraordinary general meeting to be announced separately.

The Company is in the process of preparing a prospectus for (i) the listing on Euronext Expand of the 72,890,000 shares issued in the June Private Placement, (ii) the contemplated Subsequent Offering (including the listing on Euronext Expand of shares offered in the Subsequent Offering) and (iii) the listing on Euronext Expand of the shares to be issued in the Private Placement, subject to approval by the extraordinary general meeting (the "Prospectus"). Publication of the Prospectus is subject to approval of the Prospectus by the Norwegian Financial Supervisory Authority (the "NFSA").

Reference is further made to the stock exchange announcement by Observe Medical on 3 July 2025 where the Company announced that it is expected that the subscription period for the Subsequent Offering will last from on or about 17 September 2025 at 09:00 to 1 October 2025 at 16:30, provided that the Prospectus is approved in time. Due to the Private Placement, the Prospectus will not be approved in time for the subscription period to commence on 17 September 2025, but it is still expected that the Prospectus will be approved by the NFSA and published by the Company by the end of Q3 2025. The Company will issue a separate stock exchange announcement with further details on the Subsequent Offering.

Information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication by Johan Fagerli, CFO of Observe Medical, on the date and time as set out above.

For further information, please contact:

Jørgen Mann, CEO Observe Medical
Mobile: +45 408 67 558
E-mail: [email protected]

Johan Fagerli, CFO Observe Medical
Mobile: +47 958 12 765
E-mail: [email protected]

About Observe Medical:

Observe Medical is a Nordic medtech company that develops, markets and sells innovative medtech products for the global market. The Company is committed to improving patient welfare and patient outcomes, improving clinical data accuracy and promoting positive health economics.

The Company seeks to drive growth by leveraging its expertise in sales and commercialisation of its broad portfolio of medical technology products, mainly in urine measurement and ultrasound, in combination with targeted M&A and distribution. Observe Medical is working with a network of leading distributors to provide outstanding solutions for healthcare professionals globally.

The Company is headquartered in Oslo, Norway.

Further information is available at www.observemedical.com.

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IMPORTANT INFORMATION

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State). Any offering of the securities referred to in this announcement will be made by means of a Prospectus which will be prepared and which is subject to the approval by the Norwegian Financial Supervisory Authority. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Norway, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aim", "expect", "anticipate", "intend", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company and its affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.